CWB Tier 1 Capital Reorganization and Planned Amalgamation of National Bank and CWB
Following the acquisition, all of the issued and outstanding First Preferred Shares Series 5 (Non-Viability Contingent Capital (NVCC)) and Series 9 (Non-Viability Contingent Capital (NVCC)) (collectively, the “First Preferred Shares”), Limited Recourse Capital Notes Series 1 and Series 2 (NVCC) (collectively, the “LRCNs”) and NVCC Subordinated Debentures of CWB remain outstanding.
Effective as of February 4, 2025, CWB implemented, certain amendments previously approved by holders of the outstanding First Preferred Shares and LRCNs, which permit the exchange of the First Preferred Shares of CWB for substantially equivalent First Preferred Shares of National Bank (the “First Preferred Shares Amendments” (Series 5 and Series 9)), and the early redemption of the LRCNs (the “LRCN Amendments” (Series 1 and Series 2) and, together with the First Preferred Shares Amendments, the “Amendments”). Further, CWB delivered notice on February 4, 2025 to the holders of its First Preferred Shares and LRCNs that, effective February 20, 2025, the First Preferred Shares will be exchanged for substantially equivalent National Bank First Preferred Shares and the LRCNs will be redeemed, in accordance with their respective terms.
As a result of the Amendments coming into force, CWB will pay the applicable consent fees to holders of First Preferred Shares as of 5:00 p.m. (Mountain Time) on October 24, 2024 who validly tendered a vote in respect of the First Preferred Shares Amendments, and all holders of LRCNs as of 5:00 p.m. (Mountain Time) on October 16, 2024.
More information regarding the CWB Tier 1 capital reorganization (including the payment and amounts of the consent fees) is provided in the CWB management proxy circular with respect to the First Preferred Shares Amendments, and the consent solicitation statements with respect to the LRCN Amendments, in each case dated October 25, 2024, and can be found below:
- News release - National Bank and Canadian Western Bank confirm that the previously announced amendments for the CWB Tier 1 Capital Reorganization have been approved
- Management Proxy Circular
- Series 5 Voting results
- Series 9 Voting results
- Consent solicitation statement Series 1 LRCNs
- Consent solicitation statement Series 2 LRCNs
Following such exchanges and redemptions and certain other corporate actions, National Bank and CWB intend to amalgamate, with the resulting entity assuming the obligations of its predecessors, including the obligations of CWB under its outstanding NVCC Subordinated Debentures. The amalgamation is expected to occur on March 1, 2025.